September 29, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Merrill Lynch Utility Income Fund, Inc.
File No. 33-49787
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940, Merrill
Lynch Utility Income Fund, Inc. (the "Fund")
hereby files its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
of the Fund ended August 31, 1994
(the "Fiscal Year").
2. No shares of common stock of the Fund which
had been registered under the Securities Act
of 1933 (the "Securities Act") other than
pursuant to Rule 24f-2 remained unsold at
the beginning of the Fiscal Year.
3. No shares of common stock were registered under
the Securities Act during the Fiscal Year
other than pursuant to Rule 24f-2.
4. 5,009,754 shares of common stock were sold
during the Fiscal Year.*
5. 5,009,754 shares of common stock were sold
during the Fiscal Year in reliance upon registration
pursuant to Rule 24f-2. Attached to the
Notice is an opinion of Shereff, Friedman, Hoffman
and Goodman, counsel for the Fund, indicating
that the securities the registration of which this
Notice makes definite in number were legally
issued, fully paid and non-assessable.
____________
*Of this amount 896,487 Class A shares were sold
at an aggregate price of $8,334,878 and 4,113,267
Class B shares were sold at an aggregate price of
$39,423,027. The aggregate sale price for all
shares of common stock sold during the Fiscal Year
was $47,757,905. See paragraph 6 for the
calculation of the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $12,361.37 has been wired. Such fee,
which relates to the 5,009,754 shares of common
stock referred to in Paragraph 5, is based
upon the aggregate sale price for which such
securities were sold during the Fiscal Year,
reduced by the actual aggregate redemption or
repurchase price of shares of common stock
redeemed or repurchased during the Fiscal
Year. The Fund did not apply the redemption
or repurchase price of any shares of common
stock redeemed or repurchased during the
Fiscal Year pursuant to Rule 24e-2(a) in
filings made pursuant to Section 24(e)(1) of
the Investment Company Act of 1940. The
calculation of the amount on which the filing
fee is based is as follows:
(i) Actual aggregate sale price
for the 5,009,754 shares of common
stock sold during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
$47,757,905
reduced by
(ii) Actual aggregate redemption price
for the 1,352,499 shares of common
stock redeemed during the
Fiscal Year.*
$11,910,197
equals amount on which filing fee is based
$35,847,708
Based upon the above calculation, $12,361.37 is
payable with respect to the registration of
5,009,754 shares of common stock of the Fund.
Please direct any questions relating to this
filing to Thomas D. Jones III at P.O. Box 9011,
Princeton, NJ, 08543-9011 or to Valerie Zondorak
at Shereff, Friedman, Hoffman and Goodman, 919
Third Avenue, New York, New York 10022, (212) 891-
9244.
Very truly yours,
Merrill Lynch Utility Income Fund, Inc.
By /s/ Thomas D. Jones III
- - - - - - - - - - -
(Thomas D. Jones)
Secretary
____________
*Of this amount 412,377 shares were Class A shares
which were redeemed at an aggregate price of
$3,586,609 and 940,122 shares were Class B shares
which were redeemed at an aggregate price of
$8,323,588.
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN
919 Third Avenue
New York, New York 10022-9998
September 29, 1994
Merrill Lynch Utility Income Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
Dear Sirs:
Merrill Lynch Utility Income Fund, Inc., a Maryland
corporation (the "Fund"), is filing with the Securities and
Exchange Commission a Rule 24f-2 Notice containing the
information specified in paragraph (b)(1) of Rule 24f-2 under
the Investment Company Act of 1940 (the "Rule"). The
effect of the Rule 24f-2 Notice, when accompanied by this
opinion and by the filing fee, if any, payable as prescribed
by paragraph (c) of the Rule will be to make definite in
number the number of shares ($0.10 par value) sold
by the Fund during the fiscal year ended August 31, 1994 in
reliance upon the Rule (the "Rule 24f-2 Shares").
We have acted as counsel to the Fund since its
inception. In this capacity we have participated in various
proceedings relating to the Fund and to the Rule 24f-2
Shares. We have examined copies, either certified or
otherwise proven to our satisfaction to be genuine,
of the Trust's Declaration of Trust and By-Laws, as
currently in effect, and have received oral confirmation
from the Department of Assessments and Taxation of the
State of Maryland certifying the existence and good
standing of the Fund. We have also reviewed the form
of the Rule 24f-2 Notice being filed by the Fund. We
are generally familiar with the business affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were
sold in the manner contemplated by the registration statement of
the Fund current and effective under the Securities Act of 1993 at
the time of sale, and that the Rule 24f-2 Shares were sold for a
consideration not less than the par value thereof as required by
the laws of Maryland and not less than the net asset value thereof
as required by the Investment Company Act of 1940.
Based on the foregoing, it is our opinion that:
1. The Fund has been organized and is legally existing
under the laws of the State of Maryland.
2. The Fund is authorized to issue an unlimited number
of shares.
3. The Rule 24f-2 Shares were legally issued and are
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission together with the Rule 24f-2
Notice of the Fund, and to the filing of this opinion under the
securities laws of any state.
We are members of the Bar of the State of New York and do
not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States of America and
the State of New York. We note that we are not licensed to
practice law in the State of Maryland, and to the extent that any
opinion expressed herein involves the law of Maryland, such opinion
should be understood to be based solely upon our review of the
documents referred to above, the published statutes of that state
and, where applicable, published cases, rules or regulations of
regulatory bodies of that state.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman
Shereff, Friedman, Hoffman & Goodman
SFH&G:JHG:MKN:VAZ
